1 | NAME OF REPORTING PERSONS Mark D. Ein | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) ¨ (b) ¨ | |||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 7,461,091 | |||
| 6 | SHARED VOTING POWER 0 | ||||
| 7 | SOLE DISPOSITIVE POWER 7,461,091 | ||||
| 8 | SHARED DISPOSITIVE POWER 0 | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,461,091 | ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | o | |||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 15.3%(1) | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN | ||||
| (1) | The percent ownership calculated is based upon an aggregate of 44,717,759 shares outstanding as of July 8, 2015. |
1 | NAME OF REPORTING PERSONS Capitol Acquisition Management 2 LLC | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) ¨ (b) ¨ | |||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 7,461,091 | |||
| 6 | SHARED VOTING POWER 0 | ||||
| 7 | SOLE DISPOSITIVE POWER 7,461,091 | ||||
| 8 | SHARED DISPOSITIVE POWER 0 | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,461,091 | ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | o | |||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 15.3%(1) | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO | ||||
| (1) | The percent ownership calculated is based upon an aggregate of 44,717,759 shares outstanding as of July 8, 2015. |
| Item 1(a). | Name of Issuer: |
| Lindblad Expeditions Holdings, Inc. |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
96 Morton Street, 9th Floor, New York, NY 10014 |
| Item 2(a). | Name of Person Filing: |
| Mark D. Ein and Capitol Acquisition Management 2 LLC |
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
The business address of each of Mr. Ein and Capitol Acquisition Management 2 LLC is 96 Morton Street, 9th Floor, New York, NY 10014 |
| Item 2(c). | Citizenship: |
| Mr. Ein is a United States citizen. Capitol Acquisition Management 2 LLC is a limited liability company organized and existing under the laws of the State of Delaware. |
| Item 2(d). | Title of Class of Securities: |
| Common Stock, par value $.0001 per share |
| Item 2(e). | CUSIP Number: |
| 535219109 |
| Item 3. | If this statement is filed pursuant to sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
| Item 4. | Ownership: |
| (a) | Amount Beneficially Owned: |
| �� | Includes 4,004,675 shares issuable upon exercise of warrants held by Capitol Acquisition Management 2 LLC and 93,417 shares of incentive common stock, subject to forfeiture if the Company’s common stock does not trade above $13.00 per share for any 20 trading days during any 30-day period within 4 years of July 8, 2015, which will be contributed to National Geographic for the purpose of the Lindblad Expeditions - National Geographic Joint Fund for Exploration and Conservation, for no additional consideration, within three business days after their release from escrow in connection with the lapse of such forfeiture conditions. Leland Investments, Inc., an entity controlled by Mr. Ein, is the sole member of Capitol Acquisition Management 2 LLC. Accordingly, Mr. Ein is deemed to have beneficial ownership of shares held by Capitol Acquisition Management 2 LLC. |
| (b) | Percent of Class: 15.3% |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: 7,461,091 |
| (ii) | shared power to vote or to direct the vote: 0 |
| (iii) | sole power to dispose or to direct the disposition of: 7,461,091 |
| (iv) | shared power to dispose or to direct the disposition of: 0 |
| Item 5. | Ownership of Five Percent or Less of a Class: |
| Not Applicable |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
| Not Applicable |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: |
| Not Applicable |
| Item 8. | Identification and Classification of Members of the Group: |
| Not Applicable |
| Item 9. | Notice of Dissolution of Group: |
| Not Applicable |
| Item 10. | Certification: |
| Not Applicable |
